Common use of Coordination of Dividends Clause in Contracts

Coordination of Dividends. The Acquiror and the Company shall coordinate with each other in designating the record and payment dates for any periodic dividends or distributions to their stockholders declared in accordance with this Agreement in any calendar quarter (in respect of any periodic dividends or distributions declared by the Acquiror) or calendar month (in respect of any periodic dividends or distributions declared by the Company) in which the Closing Date might reasonably be expected to occur, and neither the Acquiror nor the Company shall authorize or declare any dividend or distribution to its stockholders after the Determination Date at any time on or before the Closing Date; provided, however, that the foregoing shall not prohibit the Acquiror or the Company from authorizing, declaring or paying any dividend or distribution to its stockholders solely payable in cash in accordance with this Agreement to the extent such dividend or distribution is taken into account in determining the Closing Company Net Asset Value and/or the Closing Acquiror Net Asset Value, as applicable, including a Tax Dividend. Prior to the Closing Date, if the aggregate amount of all (a) dividends paid by the Company on or prior to the date of this Agreement plus (b) all monthly dividends after the date of this Agreement is less than the amount that should be paid as a dividend to distribute to the Company’s stockholders the amounts set forth in (i) through (iv) of the definition of “Tax Dividend” or otherwise is necessary for the Company to maintain its qualification as a RIC and avoid the imposition of any income or excise tax as reasonably determined by the Company, the Company shall declare a Tax Dividend. The Acquiror and the Company shall negotiate in good faith to adjust the Exchange Ratio to account for any Tax Dividends not otherwise reflected in the Closing Company Net Asset Value pursuant to the terms of Section 2.4(b).

Coordination of Dividends. The Acquiror and the Company shall coordinate with each other in designating the record and payment dates for any periodic dividends or distributions to their stockholders declared in accordance with this Agreement in any calendar quarter (in respect of any periodic dividends or distributions declared by the Acquiror) or calendar month (in respect of any periodic dividends or distributions declared by the Company) in which the Closing Date might reasonably be expected to occur, and neither the Acquiror nor the Company shall authorize or declare any dividend or distribution to its stockholders after the Determination Date at any time on or before the Closing Date; provided, however, that the foregoing shall not prohibit the Acquiror or the Company from authorizing, declaring or paying any dividend or distribution to its stockholders solely payable in cash in accordance with this Agreement to the extent such dividend or distribution is taken into account in determining the Closing Company Net Asset Value and/or the Closing Acquiror Net Asset Value, as applicable, including a Tax Dividend. Prior to the Closing Date, if the aggregate amount of all (a) dividends paid by the Company on or prior to the date of this Agreement plus (b) all monthly quarterly dividends after the date of this Agreement is less than the amount that should be paid as a dividend to distribute to the Company’s stockholders the amounts set forth in (i) through (iv) of the definition of “Tax Dividend” or otherwise is necessary for the Company to maintain its qualification as a RIC and avoid the imposition of any income or excise tax as reasonably determined by the Company, the Company shall declare a Tax Dividend. After the Closing, the Acquiror, on behalf of the Company, will distribute any Tax Dividend that was declared, but not paid, by the Company for any of its taxable years ended prior to the Effective Time and for all federal income tax purposes, to the fullest extent permitted by applicable Law, the Acquiror and the Company shall treat such payments of any Tax Dividend as a payment of a dividend considered to have been paid by the Company in the Company’s last federal income tax year pursuant to Section 855 of the Code. The Acquiror and the Company shall negotiate in good faith to adjust the Exchange Ratio to account for any Tax Dividends not otherwise reflected in the Closing Company Net Asset Value pursuant to the terms of Section 2.4(b).

Coordination of Dividends. The Acquiror Each of OBDC and the Company OBDE shall coordinate with each other in designating the record and payment dates for any periodic quarterly dividends or other distributions to their its stockholders declared in accordance with this Agreement in any calendar quarter (in respect of any periodic dividends or distributions declared by the Acquiror) or calendar month (in respect of any periodic dividends or distributions declared by the Company) in which the Closing Date might reasonably be expected to occur, and neither the Acquiror OBDC nor the Company OBDE shall authorize or declare any dividend or other distribution to its stockholders after the Determination Date at any time on or before the Closing Date; provided, however, that the foregoing shall not prohibit the Acquiror either OBDC or the Company OBDE from authorizing, declaring or paying any dividend or other distribution to its stockholders solely payable in cash in accordance with this Agreement to the extent such dividend or distribution is taken into account in determining the Closing Company OBDE Net Asset Value and/or the Closing Acquiror OBDC Net Asset Value, as applicable. In the event that a dividend or other distribution with respect to the shares of OBDE Common Stock permitted under the terms of this Agreement has (i) a record date prior to the Effective Time and (ii) has not been paid as of the Effective Time, including a Tax Dividendthe holders of shares of OBDE Common Stock shall be entitled to receive such dividend or other distribution at the time such shares are exchanged pursuant to Article I and Article II. Prior On or prior to the Closing Date, if the aggregate amount of all (a) dividends paid by the Company OBDE on or prior to the date of this Agreement plus (b) all monthly dividends paid by OBDE after the date of this Agreement plus (c) all dividends declared but not paid by OBDE is less than the amount that should be paid as a dividend to distribute to the CompanyOBDE’s stockholders the amounts set forth in (i) through (iv) of the definition of “Tax Dividend” or otherwise is necessary for the Company OBDE to maintain its qualification as a RIC and avoid the imposition of any income or excise tax as reasonably determined by the CompanyOBDE, the Company OBDE shall declare a Tax Dividend. The Acquiror After the Closing, OBDC, on behalf of OBDE, will distribute any Tax Dividend or any other dividend that was declared, but not paid, by OBDE for any of its taxable years ended on or prior to the Closing Date and for all federal income tax purposes, to the Company fullest extent permitted by applicable Law, OBDC and OBDE shall treat such payments of any Tax Dividend or any other such dividend as a payment of a dividend considered to have been paid by OBDE in such tax years of OBDE ended on or prior to the Closing Date pursuant to Sections 855 or 857(b) of the Code, as applicable. OBDC and OBDE shall negotiate in good faith to adjust the Exchange Ratio to account for any Tax Dividends or any other such dividend not otherwise reflected in the Closing Company OBDE Net Asset Value pursuant to the terms of Section 2.4(b2.06(a).